Contracts
Name two categories of contracts that must always been in writing.
Interests in Land, Sales contracts worth more than 500 dollars, Contracts that cannot be performed in one year, Guaranty contracts, Security Agreements
Google offers a service whereby they will direct potential advertisers to the newspapers' websites. To qualify for this service, newspapers must agree to use GoogleMaps whenever they want to link one of their stories to a map. What is this an example of?
Your boss offers you 5000 dollar annual raise owing to your "excellent work so far." Delighted, you go out and sign a lease on a new and more expensive apartment. A week later, your boss changes her mind. What is your best argument for holding her to the raise?
Promissory Estoppel!
You are in an LLC with several of your friends, all of whom are Members. One of your friends has not been pulling her weight. She misses meetings and keeps falling behind in her duties. You and the other members would like to expel her from the LLC. How can they do that?
It depends on the LLC Members agreement that we HOPE they had all entered into. If there is no agreement it depends on state law--which, usually, makes it hard to expel a Member.
X Corporation loans money to Y corporation, which grants a security interest in Y's copy machine. Two weeks later, Z corporation loans money to Y, taking a security interest in the same copy machine. X files no financing statement. Z does file a financing statement, in the wrong state. If Y defaults on both debts, who gets the primary right to repossess the copy machine.
X coporation. Neither party perfected properly, and in that case, the first to have a security interest atraches has first crack at the collateral.
Under the Parol Evidence Rule, when can a court hear evidence about oral side agreements that are not part of written agreements?
Only when there is an ambiguity in the writing.
Under the False Claims Act, if you know your company is charging too much for services to the federal government, what should you next step be?
Go to a law firm specializing in these cases so that they can prepare a submission to the relevant government agency.
Your Uncle is 49 years old, but he has been working at a Starbucks where all the employees are always making jokes about his age. They also make fun of him when he tells stories of life in the 1990s. One day he lost his temper and yelled at a customer. The 29 year old manager fired him. Should you recommend that he file an Age Discrimination lawsuit?
NO--under the Age Discrimination statute, plaintiffs lose unless the evidence suggests that Age was the ONLY reason they were fired.
Stacy, as CEO of SRP Inc., decides to commit the company to a 25 year lease of office space in downtown Boston. The rent SRP will have to pay is over 4000 dollars a month above the normal market rents in that part of the city. A shareholder finds out that Stacy's father owns that building. What would be the shareholder's best argument in a lawsuit?
Violation of Duty of Loyalty (Stacy is putting her own interests above the company). Possibly a violation of the Duty of Care as well.
X corporation has a perfected security interest in Y corporation's copy machine. The outstanding amount due on the promissory note is 2000 dollars. The copy machine is worth 2700 dollars. To what extent is X corporation's debt unsecured?
To NO extent. There is a surplus here, and that goes to the bankruptcy estate when and if the copy machine is sold.
Under the UCC, when can a response to an offer give rise to an enforceable sales contract, even if the response contains different terms than the offer?
When those different or additional terms are "non-material," and offeror does not object.
What are the two things the government must always prove in order to make a successful prosecution under the RICO act?
Defendant committed at least two "predicate acts," and then used the proceeds to fund some sort of "enterprise."
You are working at Starbucks under a contract granting you a salary of 15 dollars an hour, and at least thirty hours of work per week. One day a notice goes up in the break room--"some employees may be given less than thirty hours on a given week. If so, management agrees to make their best efforts to make up the hours the following week." You stay on the job. If Starbucks gives you only 28 hours three weeks later, are they likely to get away with it?
PROBABLY---this looks like an Implied in Fact contract.
A famous adventurer discovers a strange looking flower while hiking in the Andes. He takes it home and has it tested in the lab. It turns out that the flower has a rare chemical that can dissolve ear wax! Can the adventurer patent the flower?
No--the flower is a product of nature. However, if some kind of drug is synthesized from the flower in a lab, that can be patented.
I perform legal services for you, without asking for any payment. But you are so grateful that you take your brand new computer and give it to me. It turns out that you bought that computer from Best Buy buy borrowing money from the store. You had to sign a promissory note to Best Buy, which then acquired a PMSI in the computer. If you don't keep up your payments, can Best Buy repossess the computer from me?
Probably. I gave no value for the computer. It would be different if I had paid for it in good faith.
I go on-line and reserve a rental car so I can drive to Los Angeles. Knowing how long a drive it is, I buy three "audiobooks" for thirty dollars. When I arrive at rental car lot, there is no car for me. I have to cancel the trip. If I sue the rental car company for the value of the audiobooks that I bought, what kind of damages would they be?
"Reliance" damages.
Crest Toothpaste has informed Wal-Mart that they can not charge less than five dollars per tube. What do we call this kind of violation of the Anti-Trust laws?
VERTICAL price-fixing
A trucking company decides to adopt a rule mandating that in order to receive a raise, all drivers must be able to do at least four consecutive pull-ups. Jane, a female driver, knows she cannot do those pull-ups. If she challenges this new regulation under the Civil Rights Act, what would her best argument be?
DISPARATE IMPACT test. It affects women in a different way then men, and it is hard to see why this would be a Bona Fide Occupational Qualification
Rock, Phyllis and Stacy have a general partnership, offering advice on AI issues. Their college friend Denethor keeps telling people that he is a partner too. He does this so he can get some consulting business here and there. Rock, Phyllis and Stacy want to help him out and never correct that impression on the part of Denethor's clients. One day Denethor makes a big mistake and totally crashes a client's computer system. Can the company sue the partnership?
Probably--this is a case of Partnership by Estoppel.
You decide to buy a used car from your friend Phyllis. She assures you that the car is all paid for. How can you be sure?
Look at the Title!
I have a contract with Brandeis to teach three classes next semester. In September, they ask me to teach an additional class. I accept. Is my agreement enforceable?
No--This is a modification of a contract, and Brandeis must offer new consideration if they want to hold me to my acceptance.
Someone comes to your door pretending to represent the World Wildlife Fund. You write a check to the "WWF" and give it to the person. They immediately endorse the check over to themselves by forging the signature of the president of the WWF, and then cash it. Can you get that money back from your bank?
PROBABLY NOT--Imposter Rule
Sauron, the terrifying Lord of the Rings, lives in the Dark Tower at the gates of Barad Dur. There are no ramps leading up to his front door, so that people whose disabilities confine them to wheelchairs cannot enter the upper reaches of the Tower. If this state of affairs is challenged under the ADA, what would be Sauron's best argument?
This is not a Public Accommodation!
You and your friends are sitting around having dinner one night. Phyllis, one of your friends, happens to mention that her company is on the verge of closing a huge deal with GE Aerospace. The deal, Phyllis thinks, will generate huge profits for her company. On the way home, you consider buying stock in Phyllis' company. What should you do before you do so?
Go on-line--see if anyone else is saying the same thing, that the company "is close to a deal."
You do end up buying that car from Phyllis. Unfortunately, the car runs terribly. You take it down to the corner mechanic to have it fixed. The mechanic turns around and sells the car to Rock--and then skips town to live in the Maldive Islands. Can you get back the car from Rock?
Probably--this is not a dealership. Rock should have known that the mechanic has not business selling cars.